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Current Report No.: 11/2021

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Division of a subsidiary of the Issuer

Current Report No.: 11/2021

Date of preparation: 01.04.2021

Abbreviated name of the Issuer: CIECH S.A.

Subject: Division of a subsidiary of the Issuer

Legal basis: Art. 17.1 of the MAR – inside information

Report: 

With reference to Current Report No. 34/2018 of 5 December 2018, in which CIECH S.A. (the “Issuer” or “Company”) informed about the adoption of the CIECH Group’s Strategy for 2019-2021 (the “Strategy”), Current Report No. 47/2019 of 25 November 2019, in which the Company advised on the adoption of the CIECH Group’s Reorganisation Concept, and Current Report No. 38/2020 of 30 December 2020, in which the Management Board informed about the adoption by the Issuer's direct subsidiaries: CIECH Vitrosilicon S.A. (“CIECH Vitrosilicon”) and CIECH Vitro sp. z o.o. (“CIECH Vitro”), the plan for the division of CIECH Vitrosilicon by transferring the Packaging business unit (the “Packaging BU”) from CIECH Vitrosilicon to CIECH Vitro, the Company herewith informs that on 1 April 2021, the District Court in Zielona Góra, 8th Commercial Division of the National Court Register (the “Registry Court”) registered the division of CIECH Vitrosilicon (the “Division”).

The Division was completed by the separation of the Packaging BU and moving it to CIECH Vitro (division by separation in accordance with article 529 § 1 point 4 of the Commercial Companies Code (CCC)).

As advised by the Company in its Current Report 38/2020 of 30 December 2020, the purpose of the Division is to attain the main goal under the Strategy, i.e. to create an effective and diversified chemical holding company generating long-term positive value for its shareholders.

At the same time, following the registration of the Division, the Registry Court:

  1. registered an increase in the share capital of CIECH Vitro from PLN 5,000 by PLN 1,130,500.00, i.e. up to the amount of PLN 1,135,500.00, divided into 22,710 shares with a nominal value of PLN 50 each, of which: 8,851 shares were taken by the Issuer, and 13,759 shares – by a direct subsidiary of the Issuer - Ciech Soda Polska S.A. based in Inowrocław, previously a minority shareholder of CIECH Vitrosilicon; and
  2. registered a decrease in the share capital of CIECH Vitrosilicon from PLN 33,395,545.00 by PLN 9,311,140.00, i.e. to the amount of PLN 24,084,405.00, through redemption of 1,862,228 Series A, B, C and F shares, of which a subsidiary of the Issuer, CIECH Soda Polska S.A., was entitled to 1,133,246 Series A, B, C and F shares (and these were all the shares owned by this company), and the Issuer was entitled to 728,982 Series A, B, C and F shares. As a consequence of the registration of the decrease in the share capital of CIECH Vitrosilicon, the Issuer became the sole shareholder of CIECH Vitrosilicon.

Legal basis: Article 17.1 of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on Market Abuse (the Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union L No. 173, p. 1).

Signatures of the Company’s representatives:

  1. Dawid Jakubowicz – President of the Management Board
  2. Jarosław Romanowski – Member of the Management Board
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